Common use of Incorporation and Good Standing Clause in Contracts

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture Certificate of Designations (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other foreign business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other foreign business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, business as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); ): (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other foreign business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other foreign business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, business as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Incorporation and Good Standing. Each of the Company and each subsidiary of the Company which is a significant subsidiary as defined in Rule 1-02 of Regulation S-X under the Securities Act (each a “Significant Subsidiary”); (i) has been duly incorporated or formed, as applicable, (ii) is validly existing as a corporation, limited partnership, limited liability company or other foreign business entity, as applicable, (iii) is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and (iv) has corporate, limited partnership, limited liability company or other foreign business entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business, business as described in the Pricing Disclosure Package and the Prospectus, except, in each case (other than with respect to the valid existence of the Company), to the extent as would not reasonably be expected to have a Material Adverse Effect. The Company has corporate power and authority to enter into and perform its obligations under this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”). Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.